AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 2015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
ISSUER TENDER OFFER STATEMENT UNDER SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 2
DIVERSIFIED REAL ASSET INCOME FUND
(Name of Subject Company)
DIVERSIFIED REAL ASSET INCOME FUND
(Name of Filing Person (Issuer))
COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
25533B108
(CUSIP Number of Class of Securities)
Kevin J. McCarthy
Vice President and Secretary
Nuveen Investments
333 West Wacker Drive
Chicago, Illinois 60606
312-917-7700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)
Copies to:
Paul H. Dykstra
Paulita A. Pike
Ropes & Gray LLP
191 North Wacker Drive
32nd Floor
Chicago, Illinois 60606
CALCULATION OF FILING FEE
| TRANSACTION VALUATION | AMOUNT OF FILING FEE: | |
| $45,934,978.50 (a) | $5,337.64 (b) | |
| (a) | The transaction value was calculated by multiplying 2,268,394 Common Shares of Diversified Real Asset Income Fund by $20.25, the Net Asset Value per share as of the close of ordinary trading on the New York Stock Exchange on March 30, 2015. |
| (b) | Calculated at $116.20 per $1,000,000 of the Transaction Valuation. |
| x | Check box if any part of the fee is offset as provided byRule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $5,337.64 | Filing Party: DIVERSIFIED REAL ASSET INCOME FUND | |
| Form or Registration No.: Schedule TO | Date Filed: April 6, 2015 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject toRule 14d-1. |
| x | issuer tender offer subject toRule 13e-4. |
| ¨ | going-private transaction subject toRule 13e-3. |
| ¨ | amendment to Schedule 13D underRule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: x
EXPLANATORY NOTE
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on the Schedule TO initially filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2015 by Diversified Real Asset Income Fund, a diversified,closed-end management investment company organized as a Massachusetts business trust (the “Fund”), pursuant toRule 13e-4 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Fund’s offer to purchase for cash up to 2,268,394 shares of the Fund’s issued and outstanding common shares of beneficial interest, par value $0.01 per share, upon the terms and subject to conditions contained in the Offer to Purchase dated April 6, 2015 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”, which together with the Offer to Purchase and any amendments or supplements to either or both, constitute the “Offer”), at a purchase price equal to 99% of the Fund’s net asset value per share (“NAV”) determined as of May 8, 2015 at the close of ordinary trading on the New York Stock Exchange.
This Amendment No. 2 to Schedule TO is intended to satisfy the requirements pursuant toRule 13e-4(c)(4) of the Exchange Act.
The information in the Offer to Purchase and the Letter of Transmittal, previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated by reference into this Amendment No. 2 in answer to Items 1 through 9 and Item 11 of the Schedule TO.
| ITEM 10. | FINANCIAL STATEMENTS. |
Not applicable.
| ITEM 12. | EXHIBITS. |
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:
(a)(5)(iv) | Press Release dated May 15, 2015. |
| ITEM 13. | INFORMATION REQUIRED BYSCHEDULE 13E-3. |
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| DIVERSIFIED REAL ASSET INCOME FUND |
/s/ Kevin J. McCarthy |
| Kevin J. McCarthy |
| Vice President and Secretary |
May 15, 2015
| EXHIBIT | DESCRIPTION | |
| (a)(1)(i) | Letter to Shareholders from the Chairman of the Board of Trustees of the Fund and Offer to Purchase.1 | |
| (a)(1)(ii) | Letter of Transmittal.1 | |
| (a)(1)(iii) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.1 | |
| (a)(1)(iv) | Letter to Clients and Client Instruction Form.1 | |
| (a)(1)(v) | Notice of Guaranteed Delivery.1 | |
| (a)(1)(vi) | Notice of Withdrawal.1 | |
| (a)(2) | Not applicable. | |
| (a)(3) | Not applicable. | |
| (a)(4) | Not applicable. | |
| (a)(5)(i) | Press Release dated March 24, 2015.2 | |
| (a)(5)(ii) | Press Release dated April 6, 2015.1 | |
| (a)(5)(iii) | Press Release dated May 11, 2015.3 | |
| (a)(5)(iv) | Press Release dated May 15, 2015 – filed herewith. | |
| (b) | Not applicable. | |
| (d)(1) | Depositary Agreement between the Fund and Computershare Trust Company, N.A.1 | |
| (d)(2) | Information Agent Agreement between the Fund and Georgeson Inc.1 | |
| (d)(3) | Investment Management Agreement with Nuveen Fund Advisors, LLC dated October 1, 2014.4 | |
| (d)(4) | InvestmentSub-Advisory Agreement by and between Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC dated October 1, 2014.4 | |
| (d)(5) | Transfer Agency and Service Agreement with State Street Bank and Trust Company dated October 7, 2002, as amended as of December 22, 2014.1 | |
| (d)(6) | Amended and Restated Master Custodian Agreement with State Street Bank and Trust Company, dated February 25, 2005, as amended as of December 15, 2014.1 | |
| (d)(7) | Amended and Restated Custodian Agreement with U.S. Bank National Association dated September 8, 2014.1 | |
| (d)(8) | Amendment dated December 16, 2014 to Amended and Restated Custodian Agreement.1 | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
| 1 | Previously filed on Schedule TO via EDGAR on April 6, 2015 and incorporated herein by reference. |
| 2 | Previously filed on Schedule TO via EDGAR on March 24, 2015 and incorporated herein by reference. |
| 3 | Previously filed on Schedule TO via EDGAR on May 11, 2015 and incorporated herein by reference. |
| 4 | Previously filed on Schedule TO via EDGAR on October 3, 2014 and incorporated herein by reference. |